Officer Positions

Started by AnnaD2 • 2 replies • 1449 views

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AnnaD2 (Florida)
Posts: 960

Posted:

Florida---At our recent Annual Meeting the board of directors voted for officer positions. They made one person the vice-president and secretary. Our documents expressly prohibit that: "Any person may hold two or more offices except that the same person shall not hold the office of President or Vice President, nor shall the President or Vice-President also be Secretary."

I'm just curious....do any of you have any thoughts as to why this rule would be put into place?
Thank you.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I believe that this is typically done for checks and balances.

Having the same individual serve as President and Secretary can create perception issues if the person running the meeting is also recording what happens in the meeting. Additionally, it can become difficult to run a meeting and keep notes at the same time. Often, those tasks are done better when different people are responsible for them.

Since the VP performs the tasks of the President when the President is absent, the same reasons apply.

However, State statutes do allow any or all Officer positions to be combined. Typically the restriction is only within the organizations governing documents.

From Ask the Parliamentarian website: Question 39

Question: Can a member serve in two elected offices at the same time?

Answer: . . . The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously.

KerryL1 (California)
Posts: 14,550

Posted:

Not only checks & balances, but also because, for example, both the president and secretary sign the meeting minutes.
Also checks sometimes need to be signed by both the presider & Sec'y.

CA Corporations Code doesn't prohibit the same person from being Prez/Sec'y or VP/Sec'y, but our HOA's bylaws don't permit the Prez/Sec'y to be the same person.

Your new board was wrong to appoint the same person as VP/Sec'y. If an HOA doesn't wan to follow its bylaws, they should p follow the procedures to amend them. To ignore them is a bad idea.

Note that Tim's citation is a good guide, but is not the law and only applies if the state laws or HOA's bylaws are silent on the matter.

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